THIS STOCK OPTION AGREEMENT (“ Agreement ”) is made and entered into by and between ZST Digital Networks, Inc. (“ Company ”), a Delaware corporation, and John Chen, M.D. (“ Optionee ”), effective on October 20, 2009.  (Company and Optionee are sometimes referred to herein as “ party ” or collectively as the “ parties .”)

WHEREAS, the Company has entered into an employment agreement dated as of October 8, 2009 for the purpose of retaining the services of the Optionee in the service of the Company (or any Parent or Subsidiary) (the “ Employment Agreement ”);

WHEREAS, Optionee is to render valuable services to the Company (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Employment Agreement in connection with the Company’s grant of an option to Optionee.  All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1.            Grant of Option .  The Company hereby grants to Optionee, on October 20, 2009 (the “ Grant Date ”), an option to purchase up to Twenty-Five Thousand (25,000) shares of Common Stock (the “ Option Shares ”).  The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at $8.00 per share (the “ Exercise Price ”).

2.            Option Term .  This option shall have a term of five (5) years measured from the Grant Date (the “ Expiration Date ”) and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5.

3.            Limited Transferability .

(a)           This option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee.  However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option.  Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death.

(b)           As a Non-Statutory Option, this option may be assigned in whole or in part during Optionee’s lifetime to one or more members of Optionee’s family or to a trust established for the exclusive benefit of one or more such family members or to Optionee’s former spouse, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic relations order.  The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment.  The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment.

4.            Dates of Exercise .  This option shall become immediately exercisable on the Grant Date, but to the extent exercised, will be subject to a repurchase right of the Company specified in Paragraph 10, which will lapse as follows: 50% of this option and Option Shares will vest six (6) months after the Grant Date and the remaining 50% will vest twelve (12) months after the Grant Date (the “ Vesting Schedule ”).

5.            Cessation of Service .  The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable:

(a)           Should Optionee cease to remain in Service for any reason (other than Optionee’s termination of his employment without Good Reason or the Company’s termination of Optionee’s employment for Cause) while this option is outstanding, then Optionee (or any person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a period of thirty (30) days (commencing with the date of such cessation of Service) during which to exercise this option, but in no event shall this option be exercisable at any time after the Expiration Date.

(b)           During the limited period of post-Service exercisability, this option ma